We have audited the accompanying Separate (“Standalone”)
Financial Statements drawn in accordance with the Indian
Accounting Standards of Ramco Systems Limited (“Company”),
which comprise the Balance Sheet as at 31 March 2025, the
Statement of Profit and Loss (including Other Comprehensive
Income), Statement of Changes in Equity and the Cash
Flow Statement for the year ended on 31 March 2025 and
a notes to the Standalone Financial Statements, including
material accounting policies and other explanatory information
(“Standalone Financial Statements”).
In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid Standalone Financial
Statements give the information required by the Companies
Act, 2013 (‘Act”) in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India including the Indian Accounting Standards,
of the State of Affairs (“Financial Position”) of the Company as
at 31 March 2025, its Loss (“Financial Performance including
Other Comprehensive Income”), Changes in Equity and its
Cash Flows for the year ended on that date.
BASIS FOR OPINION
We conducted our audit of the Standalone Financial Statements
in accordance with the Standards on Auditing (“SAs”) specified
under Section 143(10) of the Act. Our responsibilities under
those SAs are further described in the Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements section of
our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered
Accountants of India (“ICAI”) together with the ethical
requirements that are relevant to our audit of the Standalone
Financial Statements under the provisions of the Act and the
Rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
ICAI’s Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the Standalone Financial Statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgment, were of most significance in the audit of the
Standalone Financial Statements of the current period. These
matters were addressed in the context of our audit of the
Standalone Financial Statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion
on these matters. We have determined the matters described
below to be the key audit matters to be communicated in our
report.
1. Intangible Assets
The Company’s significant cash generating assets are
Product Software and Technology Platform. Costs incurred
in the development of the product, together with updates
to the product functionality, development of new business
components, upon completion of the development phase,
have been classified as “Product Software’.’ Similarly,
costs incurred in the development of Technology Platform
framework, together with updates to the technology
platform functionality which would enable the Company
to provide solutions in both standard and customized way,
have been classified as “Technology Platform’.’ These are
disclosed under Intangible Assets.
The carrying value of intangible assets is subjected to
evaluation based on its existing verticals and functionality
and its ability to generate revenue in future for the
foreseeable period. The carrying cost of Product Software
and Technology Platform as on 31 March 2025 is Rs.
3,484.09 Mln (PY: 3,533.50 Mln).
Intangible assets related to product software and
technology platforms represent a significant portion of
the Company’s total assets and play a critical role in its
operations.
Intangible assets related to software and technology
platforms are subject to rapid technological changes
and market conditions, which could impair their value.
Assessing the recoverability of these assets requires
evaluating future cash flows and technological viability.
Therefore, there is a risk of intangible assets being
misstated due to variations in impairment assessments.
Determining the useful lives of software and technology
platform assets and the method of amortization involves
significant judgment. Changes in technology, market
conditions, or usage patterns can affect the estimated
useful lives, impacting amortization expenses.
The accounting for costs related to the development
of product software and technology platforms involves
specific criteria for capitalization. Ensuring that these
costs are appropriately capitalized in accordance with
Indian Accounting Standards is crucial.
Given the materiality, complexity, and judgment involved in
the valuation, impairment, amortization, and capitalization
of intangible assets related to product software and
technology platforms, we have determined this to be a Key
Audit Matter.
Auditor’s Response
We have reviewed and verified the process of capitalization
of Product Software and Technology Platform, its
amortization and impairment. The Company amortizes
the cost incurred in the development of these intangible
assets over its estimated useful life, which is determined
as ten years. The Company also periodically reviews
the carrying value to ascertain for any impairment and
provides for impairment where required.
Our procedures focused on validating the current carrying
value by:
1. Ascertaining the functional and technical structure
of the product software and technology platform and
their reasonableness; and
2. (a) Evaluating the appropriateness of the revenue
forecasts and operating cash flows that could be
generated based on the current functionality of
the product software and technology platform,
included in the business forecast for the
foreseeable future.
(b) Reviewing the reasonableness of the key
assumptions, including those driving the cash
flows underpinning the analysis, by:
i) Comparing historical budget forecasts
against actual results.
ii) Comparing forecast growth to business
plans approved by the Key Management
Personnel.
iii) Evaluation of the firm orderbook position at
various reporting dates in the past and the
revenue generated based on these assets.
2. Investment in Subsidiaries
The Company has various overseas subsidiaries. The
carrying cost of the investment in these subsidiaries under
equity as on 31 March 2025 is Rs. 4,063.26 Mln (PY:
3,919.83 Mln). The investments in these subsidiaries are
considered by the Company as long-term, strategic, and
essential in nature in achieving the commercial objectives
of the Company.
Investment in Subsidiaries represents a substantial
portion of the Company’s assets and financial position.
The valuation of investments in overseas subsidiaries
involves assessing the subsidiaries' financial performance,
market conditions, and economic factors in their respective
countries. Additionally, these subsidiaries may face specific
risks such as political instability, economic downturns, or
regulatory changes, which could impair their value.
Overseas subsidiaries are subject to various legal and
regulatory requirements in their respective jurisdictions.
Ensuring compliance with local laws, regulations, and
accounting standards is essential, as non-compliance
could result in financial reporting errors or legal
consequences.
Given the materiality, complexity, and risks associated
with the Investment in Overseas Subsidiaries, this is
considered a Key Audit Matter.
Auditor’s Response
We have evaluated the carrying cost of the investments
in subsidiaries. In the process of evaluation, we have
considered the Company’s view that these are long-term,
strategic and essential in nature. While evaluating the
statement by the Company, we have considered the inter¬
dependency between the Company and its subsidiaries,
the manner in which the operations are carried out by
the Company and its subsidiaries. We have taken note of
the fact that these subsidiaries have been established by
the Company to meet the requirement of the customers
to enter into contracts with the Company’s local entities,
and also the need to have local entities to comply with
the work permit-related requirements while deploying the
Company’s resources in such local entities.
Central to this evaluation is a detailed examination of
the cumulative impact of the amount of the subsidiaries'
Retained Earnings on the Company’s financial statements.
Our conclusion reflects the careful consideration of these
findings also.
3. Revenue recognition and Trade receivables
Revenue recognition
Revenue from SaaS services, product support, application
maintenance services are recognised rateably on straight
line basis over the term. Revenue from managed services
are recognized based on as and when related services
are performed.
Revenues from fixed price contracts, where the
performance obligations are satisfied over time, are
recognized using the “percentage of completion” method
which is based on project costs incurred to date as a
percentage of total estimated project costs required to
complete the project using input method as per Ind AS
115. In the case of time and material contracts, revenue
is recognized based on billable time spent, at contractual
rate.
Software licenses revenue is recognized on delivery of the
software and when the customer obtains a right to use
such licenses.
Royalty and services to subsidiaries are recognized at
arm-length pricing.
Trade Receivables
Trade receivables are amounts billed but not yet received.
As on 31 March 2025, amounts outstanding on this
account is Rs. 572.27 Mln (PY: 619.61 Mln). Of this Rs.
300.15 Mln (PY: 39754 Mln) is receivable from twelve
subsidiaries. Trade receivables represent substantial part
of Company’s assets.
Assessing trade receivables involves judgment, especially
in estimating allowances for doubtful accounts. This
estimation requires considering factors like historical
collections and economic conditions.
In view of the carrying amounts of Unbilled License
Revenue and Unbilled Service Revenue not being
significant, are no longer considered as Key Audit Matters.
Auditor’s Response
Revenue recognition
We have audited the revenue from SaaS services,
product support, and application maintenance services,
by verifying the fulfilment of obligations arising from
underlying agreements. Revenue from managed services
are verified based of delivery of the agreed upon services.
We have audited the Revenue recognition to ensure that it
follows the stated policy. The Company has an automated
system to recognize revenue with respect to current work
in progress based on the input method by calculating
the weighted cost of efforts compared with the estimated
efforts and cost for project completion. We have tested the
system with respect to updating/revising the efforts and
cost for ongoing projects with appropriate samples. We
have reviewed the internal controls for customer invoices
based on the completion of milestones with the underlying
customer contracts. We also reviewed the system for
identifying the onerous contracts and provision made by
the company for these.
Trade receivables
In the case of Trade Receivable, there could arise a credit
risk on account of the default of the payment obligation by
the customer, resulting in a financial loss.
The Company creates a provision for Trade Receivables
by using a 12-month ECL method based on simplified
approach, along with ECL over lifetime of the assets by
using a provision matrix which is based on the historical
loss experience reflecting current conditions.
In our evaluation of the key audit matters concerning Trade
Receivables, we have reviewed the credit risk policy of the
Company. The implementation of this policy has been
audited by review of accounts through compliance and
substantive testing of selected samples. The substantive
audit procedures include ascertaining the contractual
obligation of the customers, execution status of the
selected projects and consequent recoverability.
INFORMATION OTHER THAN STANDALONE FINANCIAL
STATEMENTS AND AUDITOR’S REPORT THEREON
The Company’s Management and Board of Directors are
responsible for the preparation of the other information. The
other information comprises the information included in the
Management Discussion and Analysis, the Board’s Report
including Annexures to Board’s Report, Business Responsibility
and Sustainability Report, Corporate Governance and
Shareholder’s Information, but does not include the Standalone
Financial Statements, Consolidated Financial Statements and
our audit report thereon.
Our opinion on the Standalone Financial Statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other information,
and in doing so, consider whether the other information
is materially inconsistent with the Standalone Financial
Statements, or our knowledge obtained during the course of
our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that
there is a material misstatement of this other information; we
are required to report that fact. We have nothing to report on in
this regard.
MANAGEMENT’S RESPONSIBILITIES FOR THE
STANDALONE FINANCIAL STATEMENTS
The Company’s Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the
Act with respect to the preparation and presentation of the
Standalone Financial Statements that give a true and fair view
of the Financial Position, Financial Performance (including
Other Comprehensive Income), Changes in Equity and Cash
Flows of the Company in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards specified under Section 133 of the Act,
read with relevant rules issued there under. This responsibility
also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the
assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate Internal Financial Controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records relevant to the
preparation and presentation of the Standalone Financial
Statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, Management
and Board of Directors are responsible for assessing the
Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
going concern basis of accounting unless Management and
Board of Directors, either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the
Company’s financial reporting process.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an audit report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We, also:
i. Identify and assess the risks of material misstatement of
the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
ii. Obtain an understanding of Internal Financial Controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section
143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has an adequate
Internal Financial Controls system in place and the
operating effectiveness of such controls.
iii. Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management.
iv. Conclude on the appropriateness of management’s use of
the going concern basis of accounting, and based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our audit report
to the related disclosures in the financial statements, or if
such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained
up to the date of our audit report. However, future events or
conditions may cause the Company to cease to continue
as a going concern.
v. Evaluate the overall presentation, structure, and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying
transactions and events in a manner that achieves fair
presentation.
Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider
quantitative materiality and qualitative factors in:
i. Planning the scope of our audit work and in evaluating the
results of our work; and
ii. To evaluate the effect of any identified misstatements in
the financial statements.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements
of the current period and are therefore the key audit matters.
We describe these matters in our audit report unless law or
regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS
1. As required by the Companies (Auditor’s Report) Order,
2020 (“the Order”) issued by the Central Government of
India in terms of Sub-Section (11) of Section 143 of the
Act, we give in the ‘Annexure A’, a statement on the matters
specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, based on our
audit, we report, to the extent applicable, that:
a. We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
b. In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss
(including Other Comprehensive Income), Statement
of Changes in Equity and the Cash Flow Statement
dealt with by this report are in agreement with the
books of account.
d. In our opinion, the aforesaid Standalone Financial
Statements comply with the Indian Accounting
Standards specified under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules,
2014.
e. On the basis of the written representations received
from the Directors as on 31 March 2025 and taken
on record by the Board of Directors, none of the
Directors is disqualified as on 31 March 2025 from
being appointed as a Director in terms of Section
164(2) of the Act.
f. We have enclosed our report in ‘Annexure B” with
respect to the adequacy of the Internal Financial
Controls over financial reporting of the Company
and the operating effectiveness of such controls.
Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the
Company’s Internal Financial Controls over financial
reporting.
g. With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of
pending litigations/claims against the Company
as at 31 March 2025 on its financial position in its
Standalone Financial Statements - Refer Note
No. 32 in the Standalone Financial Statements.
ii. The Company did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses.
iii. There were no amounts that were required to
be transferred by the Company to the Investor
Education and Protection Fund.
iv. (a) The management has represented that,
to the best of its knowledge and belief,
no funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources
or kinds of funds) by the Company to or
in any other person or entity, including
foreign entity (“Intermediaries”), with the
understanding whether recorded in writing
or otherwise, that the Intermediary shall:
• Whether directly or indirectly lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Company
(“Ultimate Beneficiaries”), or
• Provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries.
(b) The management has represented that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any person or entity including
foreign entity (“Funding Parties”), with the
understanding, whether recorded in writing
or otherwise, that the Company shall:
• Whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(“Ultimate Beneficiaries”), or
• Provide any guarantee, security,
or the like on behalf of the Ultimate
Beneficiaries; and
(c) Based on the audit procedures as
considered reasonable and appropriate in
the circumstances, nothing has come to
our notice that has caused us to believe
that the representations under sub-clause
(iv)(a) and (iv)(b) contain any material
misstatement.
v. There is no dividend declared or paid during the
year by the Company and hence the requirement
of compliance with Section 123 of the Act does
not arise.
vi. The Company is using an integrated software
for maintaining its books of accounts, which
has a feature of recording audit trail (edit
log) facility. The same has been in operation
throughout the year for all relevant transactions.
Based on our examination, which included test
checks performed by us, for the financial year
ended 31 March 2025, we did not come across
any instance of the audit trail feature being
tampered with. Additionally, the audit trail has
been preserved by the Company as per the
statutory requirements for record retention.
h. With respect to the matter to be included in the Audit
Report under Section 197(16) of the Act:
I n our opinion and according to the information and
explanations given to us, the remuneration paid by
the Company to its Directors during the current year
is in accordance with the provisions of Section 197
of the Act. The remuneration paid to any Director is
not in excess of the limit laid down under Section 197
of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) of the
Act which are required to be commented upon by us.
For M.S. Jagannathan & N. Krishnaswami
Chartered Accountants
Firm Registration Number: 001208S
S. Srivatsan
Partner
Membership Number: 021880
UDIN: 25021880BOENSS2884
Bengaluru
21 May 2025
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